Welcome to our dedicated page for KIDZ AI SEC filings (Ticker: KIDZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Classover Holdings, Inc.'s SEC filings document the company's AI-powered K-12 education business, its Class B common stock and redeemable warrants listed on Nasdaq, and recurring public-company matters affecting its capital structure and listing status. Form 8-K reports cover operating results, Nasdaq minimum bid-price notices and compliance updates, reverse stock split actions, share repurchase authorization, and the termination of an equity purchase facility tied to a Solana-focused digital asset treasury strategy.
Proxy and other regulatory filings describe governance and shareholder-voting matters, including jurisdiction-of-incorporation and equity incentive plan proposals. The filing record also includes annual-report timing via Form 12b-25, warrant and convertible-security adjustment disclosures, risk-related forward-looking statements, and other material-event reporting connected to Classover's education platform, AI and robotics initiatives, and capital-allocation decisions.
KIDZ AI Inc. announced that it has won the 2026 EdTechX Award for the Americas, recognizing its work in AI-powered education. The company also unveiled KIDZBot, an AI-native robotics learning platform designed for the emerging Physical AI education era, with commercial rollout expected in the second half of 2026.
KIDZBot is described as a full robotics learning ecosystem that links physical robots, AI-powered curriculum, coding tools, learning data, and concepts such as memory, reasoning, prompts, tokens, and sensor-based feedback. It targets classrooms, learning centers, camps, families, and school partners, and is positioned as a long-term growth pillar in KIDZ AI’s broader AI-native education infrastructure strategy.
KIDZ AI Inc. is registering 151,112,186 shares of Class B common stock for resale under an equity line facility with Chardan Capital Markets LLC. These shares may be issued to Chardan under a ChEF Purchase Agreement that allows KIDZ AI to sell up to $100.0 million of newly issued stock over time.
The company will not receive proceeds from Chardan’s resale of the shares to the public, but does receive cash when it issues shares to Chardan under the facility. As of June 24, 2026, KIDZ AI had 2,055,159 common shares outstanding, so any significant use of the facility could substantially dilute existing holders.
Purchases by Chardan are based on a volume-weighted average price with a 4.0% discount, subject to Nasdaq share caps and a beneficial ownership limit initially set at 4.99%, which Chardan can increase to 9.99% upon 61 days’ notice. The stock trades on Nasdaq under the symbol “KIDZ” and last closed at $0.8272 per share on June 25, 2026.
KIDZ AI Inc. Chief Executive Officer Hui Luo reports beneficial ownership of 2,210,884 shares of Class B Common Stock, representing 58.4% of the class on an as-converted basis. This stake includes 13,071 shares of Class A Common Stock convertible into Class B, 2,000 Class B shares, and 522,801 shares of Series A Preferred Stock convertible within 60 days into 2,195,813 Class B shares, all over which Luo has sole voting and dispositive power. The amendment does not change the previously disclosed purpose of the holdings, funding sources, or related contractual arrangements.
KIDZ AI Inc. reported results from its annual shareholder meeting. Stockholders approved increasing authorized Class B common stock to 2,500,000,000 shares and the potential issuance of Class B shares under an Exchange Agreement with Solana Growth Ventures LLC. They also approved a reverse stock split for Class A and Class B shares at a ratio from 1-for-2 to 1-for-50, to be implemented at the board’s discretion. Shareholders authorized the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo at 150% of the prevailing Class B market price. Five directors, including Hui Luo, were elected to serve until the next annual meeting. The company filed a Certificate of Amendment in Nevada to effect the increase in authorized Class B shares.
KIDZ AI Inc. amends its Prospectus Supplement to add an at-the-market (ATM) sales agreement with Chardan Capital Markets for up to $12,455,000 of Class B common stock. Sales may occur on Nasdaq or through other permitted methods; Chardan will act as sales agent for a 3.0% commission and will be deemed an underwriter. The filing cites a public float calculation using 11,090,259 shares held by non-affiliates and an aggregate market value of $37,374,172.83.
KIDZ AI Inc. plans a 1-for-10 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on June 8, 2026. The Class B shares will continue trading on Nasdaq under the symbol KIDZ on a split-adjusted basis that day.
The reverse split is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement. Authorized Class A shares will change from 1,000,000 to 100,000, and authorized Class B shares from 40,000,000 to 4,000,000. Outstanding Class A shares as of June 4, 2026 will move from 130,701 to 13,071, and Class B from 11,134,459 to 1,113,446.
Equity incentive plan share pools, option and warrant share counts, and conversion rates on convertible securities will all be reduced or adjusted proportionally, while exercise and conversion prices will be increased accordingly. Fractional shares will not be issued; any fractional amounts will be rounded up to the nearest whole share.
KIDZ AI Inc. announced a strategic shift in its digital asset treasury, moving away from Solana-focused exposure toward the Hyperliquid ecosystem and yield-bearing U.S. dollar-pegged stablecoin strategies. Management aims to align treasury assets with platforms they view as having stronger liquidity, on-chain activity, and infrastructure relevance.
The company plans to phase out Solana exposure over time, reallocating into Hyperliquid-related assets and stablecoin yield approaches to balance upside potential with liquidity management and capital preservation. KIDZ AI states that any future purchases, sales, or reallocations will depend on market conditions and regulatory and policy considerations, while its core focus remains AI-powered education and related infrastructure.
KIDZ AI Inc. amended its previously announced secured convertible financing facility of up to $500 million, expanding the permitted use of proceeds beyond education to a wider range of AI-related initiatives. The broader mandate now covers acquisitions, strategic investments, partnerships, working capital, infrastructure development, and international expansion across AI, data centers, robotics, and other high-growth technology sectors.
At the same time as the amendment, the company sold an additional $600,000 of notes under the facility. Management frames this as part of KIDZ AI’s transformation into an AI-native technology and infrastructure platform, targeting areas such as GPU cloud computing, NeoCloud and GPU-as-a-Service, intelligent robotics, and AI-powered tutoring systems that support K-12 students, educators, and families.
Classover Holdings entered into an equity purchase facility agreement with Chardan Capital Markets, allowing the company to sell up to $100 million of Class B common stock, subject to stockholder approval and other conditions. The company plans to use this flexible financing to fund expansion beyond education technology into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems.
Classover aims to build AI compute infrastructure, NeoCloud-based cloud services, and data center and strategic investment partnerships, and intends to rebrand as “KIDZ AI Inc.” to reflect this broader AI infrastructure focus. Management describes this as a strategic move to position the company within the AI infrastructure value chain as demand for high-performance computing continues to grow.
Classover Holdings reported a sharply wider loss for the quarter ended March 31, 2026. Revenue fell to $519,198 from $816,016 a year earlier, though gross margin stayed at 50%. Operating loss increased to $894,815, driven mainly by higher general and administrative expenses.
Net loss expanded to $4,187,534, largely due to fair value losses on crypto assets of $2,444,670, a $860,631 loss on convertible notes, and a $77,625 increase in warrant liabilities. Cash was $2,116,631 with a working capital deficit of $125,316. Management disclosed substantial doubt about going concern but points to existing cash, equity from prior SPAC and PIPE transactions, and remaining capacity under senior secured convertible notes as mitigation.